FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Miller Charles S.
2. Issuer Name and Ticker or Trading Symbol

FASTENAL CO [ FAST ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Senior Executive VP
(Last)          (First)          (Middle)

112 COBBLESTONE LANE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/21/2020
(Street)

WINONA, MN 55987
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 7/21/2020  M  624 A$27 8124 D  
Common Stock 7/21/2020  S  624 D$45.345 7500 D  
Common Stock 7/21/2020  M  3720 A$21 11220 D  
Common Stock 7/21/2020  S  3720 D$45.37 7500 D  
Common Stock 7/21/2020  M  3804 A$23 11304 D  
Common Stock 7/21/2020  S  3804 D$45.3431 7500 D  
Common Stock 7/21/2020  M  26809 A$23.50 34309 D  
Common Stock 7/21/2020  S  26809 D$45.301 7500 D  
Common Stock         11913 (4)I Held in 401(K) Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $27 (5)7/21/2020  M     624 (5)  (1)5/31/2021 Common Stock 624 (5)$0 0 D  
Employee Stock Option (Right to Buy) $21 (6)7/21/2020  M     3720 (6)  (1)5/31/2024 Common Stock 3720 (6)$0 2232 (6)D  
Employee Stock Option (Right to Buy) $23 (7)7/21/2020  M     3804 (7)  (2)5/31/2025 Common Stock 3804 (7)$0 1630 (7)D  
Employee Stock Option (Right to Buy) $23.50 (8)7/21/2020  M     26809 (8)  (3)12/31/2026 Common Stock 26809 (8)$0 47659 (8)D  

Explanation of Responses:
(1) The option will fully vest and become exercisable over a period of eight years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period and the remainder vesting proportionately each year thereafter.
(2) The option will fully vest and become exercisable over a period of five years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period and the remainder vesting incrementally (20%, 20% and 10%) each year thereafter.
(3) The option will fully vest and become exercisable over a period of five years, with 40% of the option vesting and becoming exercisable two years following the date of grant and the remainder vesting proportionally (20%) each year thereafter.
(4) Shares attributed to reporting person's account within issuer's 401(K) Plan and includes 233 shares added to this account since his holdings report filed on November 15, 2019.
(5) On May 22, 2019, the common stock of Fastenal Company split 2-for-1 resulting in the reporting person acquiring an additional 2,500 shares at a split adjusted strike price of $27, since his holdings report concerning these securities filed on December 7, 2015.
(6) On May 22, 2019, the common stock of Fastenal Company split 2-for-1 resulting in the reporting person acquiring an additional 2,976 shares at a split adjusted strike price of $21, since his holdings report concerning these securities filed on December 7, 2015.
(7) On May 22, 2019, the common stock of Fastenal Company split 2-for-1 resulting in the reporting person acquiring an additional 2717 shares at a split adjusted strike price of $23, since his holdings report concerning these securities filed on April 21, 2016.
(8) On May 22, 2019, the common stock of Fastenal Company split 2-for-1 resulting in the reporting person acquiring an additional 37,234 shares at a split adjusted strike price of $23.5, since his holdings report concerning these securities filed on January 1, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Miller Charles S.
112 COBBLESTONE LANE
WINONA, MN 55987


Senior Executive VP

Signatures
John J. Milek, Attorney-in-Fact7/23/2020
**Signature of Reporting PersonDate

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